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Contents

Long Title

Part I PRELIMINARY

Part II ADMINISTRATION OF THIS ACT

Part III CONSTITUTION OF COMPANIES

Division 1 — Incorporation

Division 2 — Powers

Part IV SHARES, DEBENTURES AND CHARGES

Division 1 — Prospectuses

Division 2 — Restrictions on allotment and commencement of business

Division 3 — Shares

Division 3A — Reduction of share capital

Division 4 — Substantial shareholdings

Division 5 — Debentures

Division 5A — Exemptions from Divisions 1 and 5 in relation to Prospectus Requirements

Division 6 — Interests other than shares, debentures, etc.

Division 7 — Title and transfers

Division 7A — The Central Depository System — a book-entry or scripless system for the transfer of securities

Division 8 — Registration of charges

Part V MANAGEMENT AND ADMINISTRATION

Division 1 — Office and name

Division 2 — Directors and officers

Division 3 — Meetings and proceedings

Division 4 — Register of members

Division 5 — Annual return

Part VI ACCOUNTS AND AUDIT

Division 1 — Accounts

Division 2 — Audit

Part VII ARRANGEMENTS, RECONSTRUCTIONS AND AMALGAMATIONS

Part VIII RECEIVERS AND MANAGERS

Part VIIIA JUDICIAL MANAGEMENT

Part IX INVESTIGATIONS

Part X WINDING UP

Division 1 — Preliminary

Division 2 — Winding up by Court

Subdivision 1 General

Subdivision 2 Liquidators

Subdivision 3 Committees of inspection

Subdivision 4 General powers of Court

Division 3 — Voluntary winding up

Subdivision 1 Introductory

Subdivision 2 Provisions applicable only to members’ voluntary winding up

Subdivision 3 Provisions applicable only to creditors’ voluntary winding up

Subdivision 4 Provisions applicable to every voluntary winding up

Division 4 — Provisions applicable to every mode of winding up

Subdivision 1 General

Subdivision 2 Proof and ranking of claims

Subdivision 3 Effect on other transactions

Subdivision 4 Offences

Subdivision 5 Dissolution

Division 5 — Winding up of unregistered companies

Part XI VARIOUS TYPES OF COMPANIES, ETC.

Division 1 — Investment companies

Division 2 — Foreign companies

Part XII GENERAL

Division 1 — Enforcement of this Act

Division 2 — Offences

Division 3 — Miscellaneous

FIRST SCHEDULE Repealed written laws

SECOND SCHEDULE Fees to be paid to the Registrar

THIRD SCHEDULE

FOURTH SCHEDULE Regulations for management of a company limited by shares

FIFTH SCHEDULE

SIXTH SCHEDULE Statement in lieu of prospectus

SEVENTH SCHEDULE

EIGHTH SCHEDULE Annual return of a company having a share capital

NINTH SCHEDULE

TENTH  SCHEDULE

ELEVENTH  SCHEDULE Powers of judicial manager

Legislative Source Key

Legislative History

Comparative Table

 
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On 22/11/2014, you requested the version in force on 22/11/2014 incorporating all amendments published on or before 22/11/2014. The closest version currently available is that of 07/03/2014.
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Reduction of share capital by public company
78C.
—(1)  A public company may reduce its share capital in any way by a special resolution if the company —
(a)
sends to the Comptroller a notice —
(i)
stating that the resolution has been passed; and
(ii)
containing the text of the resolution and the resolution date,
within 8 days beginning with the resolution date;
(b)
meets the solvency requirements; and
(c)
meets such publicity requirements as may be prescribed by the Minister,
but the resolution and the reduction of the share capital shall take effect only as provided by section 78E.
[21/2005]
(2)  Notwithstanding subsection (1), the company need not meet the solvency requirements if the reduction of share capital is solely by way of cancellation of any paid-up share capital which is lost or unrepresented by available assets.
[21/2005]
(3)  The company meets the solvency requirements if —
(a)
all the directors of the company make a solvency statement in relation to the reduction of share capital;
(b)
the statement is made —
(i)
in time for subsection (4)(a) to be complied with; but
(ii)
not before the beginning of the period of 22 days ending with the resolution date; and
(c)
a copy of the solvency statement is lodged with the Registrar, together with the copy of the resolution required to be lodged with the Registrar under section 186, within 15 days beginning with the resolution date.
[21/2005]
(4)  Unless subsection (2) applies, the company shall —
(a)
throughout the meeting at which the resolution is to be passed, make the solvency statement or a copy of it available for inspection by the members at the meeting; and
(b)
throughout the 6 weeks beginning with the resolution date, make the solvency statement or a copy of it available at the company’s registered office for inspection free of charge by any creditor of the company.
[21/2005]
(5)  The resolution does not become invalid by virtue only of a contravention of subsection (4), but every officer of the company who is in default shall be guilty of an offence.
[21/2005]
(6)  Any requirement under subsection (3)(c) or (4)(b) ceases if the resolution is revoked.
[21/2005]
[UK, 1985, ss. 52, 53, 88]